BuzzFeed SPAC Presentation Deck
BuzzFeed
890
FIFTH AVENUE
PARTNERS
Combination with
(1)
(2)
BuzzFeed
and
COMPLEX
NETWORK S...
Transaction Overview and Structure
BuzzFeed Inc., ("BuzzFeed") and 890 5th Avenue Partners, Inc. ("890 5th Avenue") have executed a non-binding term
sheet setting forth the potential terms of a business combination
Definitive documentation is expected to be signed in June 2021
It is anticipated that the post-closing company will retain the BuzzFeed name and be listed on the NASDAQ
BuzzFeed plans to use $200 million from the transaction proceeds and $100 million in pro forma equity to fund their
acquisition of Complex Networks, which is contingent upon the closing of the business combination. This acquisition
provides an opportunity to accelerate growth and monetization of Complex's attractive brands and IP, leveraging
BuzzFeed's ability to scale and reach massive audiences
Valuation
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Transaction Overview
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Transaction implies a fully diluted pro forma enterprise value of $1.5 billion, representing 2.3x based on 2022E
Revenue of $654 million and 13.0x based on 2022E Adj. EBITDA of $117 million
Implied acquisition multiples for Complex of 2.1x based on 2022E Revenue of $146 million and 19.0x based on
2022E Adj. EBITDA of $16 million
Existing BuzzFeed shareholders are expected to receive 72.5% of the pro forma equity(1)
Capital Structure(2)
The transaction will be funded by a combination of ~$288 million cash held in a trust account and proceeds from the
$150 million Convertible Note offering (3)
Transaction is expected to result in up to $438 million of total cash proceeds to fund the acquisition of Complex and
provide working capital to the combined company
Assumes no redemptions by 890 5th Avenue existing shareholders
Based on $288 million cash in trust, $154 million in cash, $5 million of which represents the breakup fee held in escrow pending the closing of the Complex acquisition, and $35 million
in debt, $15.5 million of which represents outstanding Letters of Credit issued by Capital One, N.A., all of the foregoing from Buzzfeed's balance sheet as of May 31, 2021, $150 million
Convertible Note less $35 million of transaction expenses
(3) 5-Year Unsecured $150 million Convertible Note bearing a coupon rate of 7.00% and a conversion price of $12.50.
STRICTLY PRIVATE AND CONFIDENTIAL
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